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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HAWKER PACIFIC AEROSPACE
(Name of Subject Company)
HAWKER PACIFIC AEROSPACE
(Name of Person Filing Statement)
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COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
420123 10 1
(Cusip Number of Class of Securities)
James R. Bennett
Chief Financial Officer and Secretary
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, CA 91352
(818) 765-6201
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
On Behalf of the Person Filing Statement)
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With a Copy to:
K.C. Schaaf, Esq.
Michael E. Flynn, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
LUFTHANSA TECHNIK AG TO ACQUIRE
HAWKER PACIFIC AEROSPACE
IN A CASH TENDER OFFER
HAMBURG, GERMANY - March 8, 2002 - Lufthansa Technik AG, one of the world's
leading providers of technical services for the airline industry, LHT
Acquisition Corporation, a wholly-owned subsidiary of Lufthansa Technik AG, and
Hawker Pacific Aerospace, a leading provider of landing gear maintenance
services for the airline industry, jointly announced today that they have
entered into an agreement and plan of merger under which Lufthansa Technik AG
and LHT Acquisition Corporation will commence a cash tender offer to acquire all
the issued and outstanding shares of common stock of Hawker Pacific Aerospace
that Lufthansa Technik AG does not already own. Lufthansa Technik AG currently
owns approximately 72.7% of Hawker Pacific Aerospace shares. LHT Acquisition
Corporation is a new company formed by Lufthansa Technik AG in connection with
the tender offer.
Under the terms of the agreement and plan of merger, LHT Acquisition
Corporation will offer cash of $3.25 per outstanding common share of Hawker
Pacific Aerospace for a maximum total purchase price of approximately $9
million. The offer for Hawker Pacific Aerospace's common shares also includes
common shares issuable upon the exercise of options to purchase common shares.
The tender offer, which is not conditioned upon financing, is expected to
commence on March 11, 2002 and is expected to close in April 2002. LHT
Acquisition Corporation's obligation to purchase any Hawker Pacific Aerospace
shares under the terms of the offer will be subject to a sufficient number of
Hawker Pacific Aerospace's common shares being tendered and not withdrawn before
the offer expires so that Lufthansa Technik AG and LHT Acquisition Corporation
will own at least 90% of the shares of Hawker Pacific Aerospace on a fully
diluted basis.
If a sufficient number of the shares are tendered to meet the 90%
condition, LHT Acquisition Corporation and Lufthansa Technik AG will act to
merge LHT Acquisition Corporation with and into Hawker Pacific Aerospace. At the
time of the merger, all shareholders of Hawker Pacific Aerospace who did not
tender their shares in the offer will be notified that LHT Acquisition
Corporation intends to acquire their shares through the merger at the same $3.25
per share cash price. Following the merger, Hawker Pacific Aerospace will be a
privately-held company, wholly-owned by Lufthansa Technik AG.
The board of directors of Hawker Pacific Aerospace, based in part upon a
recommendation of a special committee comprised of independent directors of
Hawker Pacific Aerospace, has approved the tender offer and the agreement and
plan of merger. Houlihan Lokey Howard & Zukin advised the special committee of
the board of Hawker Pacific Aerospace and rendered a fairness opinion to the
board.
Richard Fortner, who will remain President and Chief Executive Officer of
Hawker Pacific Aerospace, said "We are pleased by the all cash offer at a price
that reflects a substantial premium to the market price immediately prior to the
February 25, 2002 public announcement by Lufthansa Technik AG of certain
privately-negotiated purchases of Hawker's shares and its proposal to acquire
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the remaining publicly-held shares. Hawker's board considered the tender offer
and the fairness opinion rendered by Houlihan Lokey Howard & Zukin and
determined that the terms of the agreement and plan of merger are advisable,
fair to and in the best interests of Hawker's shareholders. Accordingly, our
board recommends that the shareholders accept the offer by tendering their
shares under the terms of the tender offer."
"By acquiring a controlling interest in Hawker Pacific Aerospace in 2000,
Lufthansa Technik AG strengthened its worldwide presence in the repair and
overhaul of landing gears," said Knut Wiszniewski, the Director of Finance for
Lufthansa Technik AG and the President of LHT Acquisition Corporation. "The
tender offer and merger will allow both Lufthansa Technik AG and Hawker Pacific
Aerospace to take advantage of, and build upon, the strengths of each other's
businesses as well as the relationship that has been formed between the two
companies since 2000. Lufthansa Technik AG believes Hawker Pacific Aerospace
will have substantial opportunities for growth and expansion in the future as a
part of the worldwide group of Lufthansa Technik AG and its subsidiaries."
D. F. King & Co., Inc. is serving as the Information Agent in connection
with the tender offer.
ABOUT HAWKER PACIFIC AEROSPACE
Hawker Pacific Aerospace is a leading provider of landing gear maintenance
services. The Company repairs and overhauls aircraft and helicopter landing
gear, hydromechanical components, wheels, brakes and braking systems for a
diverse international customer base, including major commercial airlines, air
cargo operators, domestic government agencies, aircraft leasing companies,
aircraft parts distributors and OEMs. The Company's common stock trades on the
NASDAQ National Market(R) under the symbol HPAC. For more information, visit
Hawker Pacific Aerospace's website at www.hawker.com.
ABOUT LHT ACQUISITION CORPORATION
LHT Acquisition Corporation is a new company formed by Lufthansa Technik AG
in connection with the tender offer to acquire all the issued and outstanding
shares of common stock of Hawker Pacific Aerospace. It is a wholly-owned
subsidiary of Lufthansa Technik AG.
ABOUT LUFTHANSA TECHNIK AG
Lufthansa Technik AG, with its 21,000 employees worldwide, is one of the
world's leading providers of technical services. Its clientele includes more
than 300 airlines and miscellaneous operators of commercial aircraft. Its array
of services encompasses maintenance and overhaul on a job-by-job basis, as well
as complete servicing of entire aircraft fleets, plus technical development and
design. With the premium product Total Technical Support TTS(R) Lufthansa
Technik offers a package which range all the way from line maintenance to
general overhauls, from the stocking of materials and parts to the training of
personnel. For more information, visit Lufthansa Technik's website at
www.lufthansa-technik.com.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY. IT DOES NOT
CONSTITUTE AN OFFER TO PURCHASE SHARES OF HAWKER PACIFIC AEROSPACE (THE
"COMPANY") OR A SOLICITATION/RECOMMENDATION
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STATEMENT UNDER THE RULES AND REGULATIONS OF THE U.S. SECURITIES AND EXCHANGE
COMMISSION ("SEC"). ONCE THE TENDER OFFER IS COMMENCED, LHT ACQUISITION
CORPORATION WILL MAIL OFFERING MATERIALS TO THE COMPANY'S SHAREHOLDERS AND WILL
FILE ALL NECESSARY INFORMATION WITH THE SEC. INVESTORS ARE URGED TO READ THE
TENDER OFFER/GOING PRIVATE STATEMENT FILED ON SCHEDULE TO/SCHEDULE 13E-3 BY LHT
ACQUISITION CORPORATION AND LUFTHANSA TECHNIK AG AND THE COMPANY'S
SOLICITATION/RECOMMENDATION STATEMENT FILED ON SCHEDULE 14D-9 AND OTHER RELEVANT
DOCUMENTS REGARDING THE TENDER OFFER WHEN THEY BECOME AVAILABLE, AS WELL AS
OTHER DOCUMENTS FILED BY LHT ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG AND
THE COMPANY, WITHOUT CHARGE, THROUGH THE SEC'S WEBSITE, WWW.SEC.GOV. THESE
DOCUMENTS WILL ALSO BE MADE AVAILABLE WITHOUT CHARGE TO ALL OF THE COMPANY'S
SHAREHOLDERS BY CONTACTING THE INFORMATION AGENT FOR THE OFFER.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995, SUCH AS STATEMENTS REGARDING THE PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS OF LHT ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG AND THE COMPANY
THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS. THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DOCUMENT INVOLVE RISKS AND
UNCERTAINTIES THAT MAY AFFECT THE OPERATIONS, MARKETS, SERVICES, PRICES AND
OTHER FACTORS RELATED TO LHT ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG AND
THE COMPANY, AS MORE FULLY DISCUSSED ELSEWHERE AND IN OTHER FILINGS WITH THE
SEC. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: ECONOMIC,
LEGAL, GOVERNMENTAL, ENVIRONMENTAL AND TECHNOLOGICAL FACTORS, THE IMPACT OF THE
SEPTEMBER 11 TERRORIST ATTACKS ON THE AIRLINE INDUSTRY, THE ECONOMY AND
INSURANCE RATES; THE POTENTIAL FOR ADDITIONAL ADVERSE IMPACT FROM TERRORIST
ATTACKS AND/OR WAR; COMPETITIVE PRICING AND MARKET CONDITIONS, CUSTOMER
CONCENTRATION AND FOREIGN CURRENCY RISK. THERE CAN BE NO ASSURANCE THAT FUTURE
DEVELOPMENTS AFFECTING LHT ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG AND THE
COMPANY WILL BE THOSE ANTICIPATED BY MANAGEMENT. BECAUSE OF THE FACTORS LISTED
ABOVE, AS WELL AS OTHER FACTORS BEYOND THE CONTROL OF LHT ACQUISITION
CORPORATION, LUFTHANSA TECHNIK AG AND THE COMPANY, ACTUAL RESULTS MAY DIFFER
FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. LHT ACQUISITION CORPORATION,
LUFTHANSA TECHNIK AG AND THE COMPANY DISCLAIM ANY INTENT OR OBLIGATION TO UPDATE
OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS, OR OTHERWISE, EXCEPT AS OTHERWISE REQUIRED BY
THE RULES AND REGULATIONS OF THE SEC.
Contacts:
Thomas Erich
Press and Public Relations Department
3
Lufthansa Technik AG
Tel.: +49 40 / 5070 3667
Fax: +49 40 / 5070 8534
E-Mail: Press.PR@lht.dlh.de
James Bennett
Chief Financial Officer
Hawker Pacific Aerospace
Tel.: (818) 765-6201
Fax: (818) 765-8073
investor@hawker.com
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